US Laws, Codes, Statutes & Cases

 
  § 902. Plan of merger or consolidation.
    (a) The board of each corporation proposing to participate in a merger
  or  consolidation  under  section 901 (Power of merger or consolidation)
  shall adopt a plan of merger or consolidation, setting forth:
    (1) The name of each constituent corporation and if the name of any of
  them has been changed, the name under which it was formed, and the  name
  of  the  surviving corporation, or the name or the method of determining
  it, of the consolidated corporation.
    (2)  As  to  each  constituent  corporation,  a  description  of   the
  membership   and   holders   of   any  certificates  evidencing  capital
  contributions or subventions, including  their  number,  classification,
  and voting rights, if any.
    (3)  The terms and conditions of the proposed merger or consolidation,
  including the  manner  and  basis  of  converting  membership  or  other
  interest  in  each  constituent  corporation  into  membership  or other
  interest in the surviving or consolidated corporation, or  the  cash  or
  other  consideration  to be paid or delivered in exchange for membership
  or other interest in each  constituent  corporation,  or  a  combination
  thereof.
    (4) In case of merger, a statement of any amendments or changes in the
  certificate of incorporation of the surviving corporation to be effected
  by  such merger; in case of consolidation, all statements required to be
  included in a certificate of  incorporation  for  a  corporation  formed
  under  this  chapter, except statements as to facts not available at the
  time the plan of consolidation is adopted by the board.
    (5) In case of a merger or consolidation under section 906 (Merger  or
  consolidation  of domestic and foreign corporations), a statement of any
  agreements required by subparagraph (2) (D) of paragraph (d) thereof.